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(2) <br /> <br />(3) <br /> <br />(5) <br /> <br /> financial statements, any change in its fiscal year, its failure to <br /> appropriate funds to lneet costs to be incurred to perform the <br /> Continuing Disclosure Agreement, and the termination of the <br /> Continuing Disclosure Agreement. <br /> <br />Continuing Disclosure Certificate. To further describe and specify certain <br />terms of the Conthming Disclosure Agreement, this Council authorizes and <br />directs the Director of Finance to (A) complete, sign, and deliver the <br />Continuing Disclosure Certificate, in the name and on behalf of the City and <br />(B) to specify in reasonable detail the Annual Information to be provided <br />(which may be provided by specific reference to other documents previously <br />filed and available in accordance with the SEC Rule), whedier the City has <br />obtained any credit enhancement for the Refunding Bonds, and the City's <br />expectations as to whether andited financial statements will be prepared, the <br />accounth!g principles to be applied in theh' preparation, and whether they <br />will be available together with, or separately from~ the Annual Informatign. <br /> <br />Disclosure Procedures. qtfis Council further authorizes and directs the <br />Director of Finance to establish procedures to ensure compliance by the City <br />with the Continuing Disclosure Agreement, including thnely provision of <br />information and notices as described above. Before making any filing in <br />accordance with clause (2) above or providing notice of the occurrence of <br />afly other events, the Director of Finance may consult with and obtain legal <br />advice from bond counsel or other qualified independent, special com~sel <br />selected by the City. The Director of Finance, acting in the name and on <br />behalf of the City, may rely upon that legal advice in determining whether a <br />filing ~hunld be made. <br /> <br />Amendments. The City reserves the right to emend the Continuing <br />Disclosure Agreement, and to obtain the waiver of noncompliance with any <br />provision of the Continuing Disclosure Agreement, as may be necessmyy or <br />appropriate to actfieve its compliance with any applicable federal securities <br />law or role, to cure any ambiguity, inconsistency, formal defect, ur omission, <br />and to address any bhange in circumstances arising from a change in legal <br />requirements, change in law, or change in the identity, nature, or status of the <br />City, or type of business conducted by the City. Any'amandment or waiver <br />will not be effective unless the Continuing Disclosure Agreement (as <br />amended or taking into account that waiver) would have complied with the <br />requirements of the SEC Rule at the time of the primary offering of the <br />Refunding Bonds, after taking into account any applicable amendments to or <br />official interpretations of the SEC Rule, as well as any change hi <br />circumstances, and until the City has received either (A) a written opinion Of <br />bond counsel or other qualified independent special counsel selected by the <br />City that the amendment or waiver would not materially impeir the interests <br />of Holders or beneficial owners of book-entry interests in the Refunding <br />Bonds, or (B) the written consent to the amendment or waiver by the <br />Holders of at least a majority of the principal amount of the Refin~ding <br />Bonds then outstandin& Am~uai Information containing any revised <br />operating data or fmaneial information must explain, in narrative form; the <br />reasons for any amendment or waiver and the impact of the change on the <br />type of operating data or financial information being provided. <br /> <br />Enforcement. The Continuing Disclosure Agreement will be solely for the <br />benefit of the Holders and beneficial owners of book-entry interests in the <br />Refunding Bonds, from time to time. The exclusive remedy for any breach <br />of the Continuing Disclosure Agreement by the City will be limited, to the <br />extent pennittad by law, to a right of Holders and beneficial owners to <br />institute and maintain proceedings authorized at law or in equity to obtain <br />the specific performance by the City of its obligations under the Cuntinuing <br />Disclosure Agreement. Any individual Holder or beneficial owner may <br />institute and maintain those proceedings to require the City to provide a <br />pertinent filing if the filing is due and has not been made Any proceedings <br /> <br /> <br />